The epidemic situation in Ukraine in the autumn of 2020 with regard to the COVID-19 pandemic required the continuation of quarantine restrictions and the educational process in almost all higher education institutions in Ukraine went online. The aim of the study was to analyze the psychological aspects of students’ learning in the context of emergency distance learning during the quarantine of the COVID-19 pandemic, distance learning satisfaction, and success of adaptation. The data were collected in November 2020 during the second wave of emergency distance learning. The study involved 448 students of higher education institutions aged 18 to 23. The following questionnaires were used for the data collection: the questionnaire of attitude to distance learning (I. Galetska, V. Mushketa), supplemented by the questionnaire of behaviour in the context of distance learning (M. Klimanska, M. Perun), the questionnaire of people's lives in quarantine «Thermometer-COVID» (I. Haletska, M. Klimanska), The academic motivation scale (R.Vallerand, adaptation by O. Zakharko), Patient Health Questionnaire (modules PHQ-9 and GAD-7), The questionnaire on positive and negative affects (OPANA) (M. Klimanska, I. Haletska), short essays by students about their own experiences of the distance learning situation. 33% of students like to study remotely as opposed to 14% of students who are very dissatisfied with distance learning. The vast majority of students, 65,2%, attend classes and 52,1% prepare for seminars no less than before the announcement of distance learning. Students, in general, like the quality of teaching (33,1%) and the organization of education (28,2%), they declare, that now they have more time (41%). At the same time, 34,7% rate the level of education as the worse. 52,1% of students consider too much homework to be a key problem, 41,7% of respondents feel a constant temptation to do other things, 43,5% of students declare the complexity of self-organization and adherence to the regime, at the same time, a significant proportion of students, 21,8% , note that they have no problems with it. As the main positives of distance learning, 79% of students indicate savings of travel time, and travel costs 75,1%. 49,3% of students say that due to distance learning there is much more time for communication with friends, 45,8% - more time for independent work. 37,2% of respondents indicated that for them personally the availability of greater opportunities for сheating (copying) during online testing is a significant positive, and 13,7% do not consider it as an important advantage of distance learning for themselves. Students noted physical discomfort (27%), a great amount of educational tasks (25,7%), the temptation of other things (18%), difficulties in adhering to the regime (11%) as the greatest weaknesses and problems of distance learning. Three types of adaptation to distance learning were identified with the help of cluster analysis: 1) “Adapted” students (33%), show a high level of satisfaction with distance learning and high efficiency of adaptation to new learning conditions; have successfully adapted to the conditions of distance learning and see the benefits of time saving, increasing freedom of movement in it, as well as opportunities for independent learning ; 2) “Disadapted” students (31%) feel dissatisfaction and disadaptation in the situation of distance learning, which are manifested in the lack of academic motivation and ignoring learning, as well as in a higher level of anxiety, depression and negative affect in general; 3) “Frustrated” students (36%), show above average level of satisfaction with distance learning, a high level of activity in preparation for seminars in combination with a high level of academic maladaptation; despite the high level of academic motivation, they have significant difficulties in self-organization, as a result they are feeling constant distress, which is affecting negatively mental and physical health. The results of the study show that distance learning has become a catalyst for the exploration of differences in learning motivation and adaptability of students. Therefore, it is necessary to determine the ergonomic conditions for distance learning, as well as to develop recommendations and trainings for the formation of self-regulation and adaptability for students.